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<FILM-NUMBER>04789527
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<STREET1>500 GLENPOINTE CENTRE WEST
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<STATE>NJ
<ZIP>07666
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<DESCRIPTION>COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[ X ] Quarterly  Report  pursuant  to Section 13 or 15(d) of the  Securities
      Exchange Act of 1934 For the quarterly period ended March 31, 2004
                                                          --------------

[   ] Transition  Report  pursuant  to Section 13 or 15(d) of the  Securities
      Exchange Act of 1934. For the transition period from
      to                                                   -------------
         -------------


                         Commission File Number 0-24429


                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


          Delaware                                             13-3728359
---------------------------------                        -------------------
  (State or Other Jurisdiction                            (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)


                           500 Glenpointe Centre West
                            Teaneck, New Jersey 07666
                                 (201) 801-0233
                  ---------------------------------------------
                   (Address, including zip code, and telephone
                  number (including area code) of registrant's
                           principal executive office)

      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

               Yes:   X                                 No:
                    -----                                   -----

      Indicate by check mark whether the Registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act.)

               Yes:   X                                 No:
                    -----                                   -----

      Indicate  the  number of shares  outstanding  of each of the  Registrant's
classes of common stock, as of April 28, 2004:

                  Class                                     Number of Shares
------------------------------------------------            ----------------
Class A Common  Stock,  par value $.01 per share               64,818,774
Class B Common  Stock,  par value $.01 per share                        0



<PAGE>


                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

PART I.  FINANCIAL INFORMATION
       Item 1. Condensed Consolidated Financial Statements
               (Unaudited)...............................................   1

               Condensed Consolidated Statements of Income and
               Comprehensive Income (Unaudited) for the Three Months
               Ended March 31, 2004 and 2003.............................   2

               Condensed Consolidated Statements of Financial
               Position (Unaudited) as of March 31, 2004 and
               December 31, 2003 ........................................   3

               Condensed Consolidated Statements of Cash Flows
               (Unaudited) for the Three Months Ended March 31, 2004
               and 2003..................................................   4

               Notes to Condensed Consolidated Financial Statements
               (Unaudited)...............................................   5

       Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations.......................  10

       Item 3. Quantitative and Qualitative Disclosures About
               About Market Risk.........................................  20

       Item 4. Controls and Procedures...................................  20

PART II.  OTHER INFORMATION

       Item 5. Other Information.........................................  21

       Item 6. Exhibits and Reports on Form 8-K..........................  21

       SIGNATURES........................................................  22


<PAGE>





                          PART I. FINANCIAL INFORMATION

               Item 1. Condensed Consolidated Financial Statements
                                   (Unaudited)





                                     - 1 -


<PAGE>


                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
                                   (Unaudited)
                      (in thousands, except per share data)

                                                          Three Months Ended
                                                                March 31,
                                                           2004          2003
                                                         ---------    ---------

Revenues .............................................   $ 119,744    $  71,941
Revenues - related party .............................        --          2,575
                                                         ---------    ---------
  Total revenues .....................................     119,744       74,516

Cost of revenues .....................................      65,010       40,959
                                                         ---------    ---------
Gross profit .........................................      54,734       33,557

Selling, general and administrative expenses .........      27,182       16,411
Depreciation and amortization expense ................       3,865        2,622
                                                         ---------    ---------
Income from operations ...............................      23,687       14,524
                                                         ---------    ---------

Other income (expense):
  Interest income ....................................         840          421
  Other income (expense) - net .......................         301         (197)
  Split-off costs (See Note 2) .......................        --         (2,010)
                                                         ---------    ---------
        Total other income (expense) .................       1,141       (1,786)
                                                         ---------    ---------

Income before provision for income taxes .............      24,828       12,738
Provision for income taxes ...........................      (5,040)      (2,560)
                                                         ---------    ---------
Net income ...........................................   $  19,788    $  10,178
                                                         =========    =========

Basic earnings per share .............................   $    0.31    $    0.17
                                                         =========    =========
Diluted earnings per share ...........................   $    0.28    $    0.15
                                                         =========    =========

Weighted average number of common shares outstanding
   - Basic ...........................................      64,440       61,319
                                                         =========    =========
Dilutive effect of shares issuable as of period-end
   under  stock  option  plans .......................       6,386        4,674
                                                         =========    =========
Weighted average number of common shares outstanding
   - Diluted .........................................      70,826       65,993
                                                         =========    =========

Comprehensive income:
  Net income .........................................   $  19,788    $  10,178
  Foreign currency  translation  adjustments .........       1,522          (10)
                                                         ---------    ---------
  Comprehensive income ...............................   $  21,310    $  10,168
                                                         =========    =========


          The accompanying notes are an integral part of the unaudited
                  condensed consolidated financial statements.

                                     - 2 -


<PAGE>


<TABLE>
<CAPTION>
                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
             CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                                   (Unaudited)
                        (in thousands, except par values)

                                                               March 31,   December 31,
                                                                  2004       2003
                                                                --------   ------------
                         ASSETS
<S>                                                             <C>        <C>
Current assets:
    Cash and cash equivalents ...............................   $161,985   $194,221
    Investment in short-term bank deposits ..................     36,874       --
    Trade accounts receivable, net of allowance of $1,087 and
      $989, respectively ....................................     71,512     52,253
    Unbilled accounts receivable ............................     12,720      9,543
     Current tax asset ......................................     12,374     14,066
    Other current assets ....................................     11,576      8,414
                                                                --------   --------
          Total current assets ..............................    307,041    278,497

Property and equipment, net of accumulated depreciation of
    $37,657 and $34,168, respectively .......................     57,813     58,438
Goodwill ....................................................      5,647      4,477
Other intangible assets, net ................................     15,696     16,436
Other assets ................................................      3,153      2,741
                                                                --------   --------
          Total assets ......................................   $389,350   $360,589
                                                                ========   ========

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable ........................................   $  8,468   $  9,423
    Accrued and other current liabilities ...................     54,371     53,213
                                                                --------   --------
    Total current liabilities ...............................     62,839     62,636

Deferred income taxes .......................................     22,298     23,883
                                                                --------   --------
          Total liabilities .................................     85,137     86,519
                                                                --------   --------

Commitments and Contingencies (See Note 7)

Stockholders' equity: (See Note 2)
Preferred stock, $.10 par value, 15,000 shares authorized,
    none issued .............................................       --         --
Class A common stock, $.01 par value, 100,000 shares
    authorized, 64,649 shares and 64,337 shares issued and
    outstanding at March 31, 2004 and December 31, 2003,
    respectively ............................................        646        643
Class B common stock, $.01 par value, 25,000 shares
    authorized, none outstanding ............................       --         --
Additional paid-in-capital ..................................    127,284    118,454
Retained earnings ...........................................    170,761    150,973
Accumulated other comprehensive income ......................      5,522      4,000
                                                                --------   --------
           Total stockholders' equity .......................    304,213    274,070
                                                                --------   --------
           Total liabilities and stockholders' equity .......   $389,350   $360,589
                                                                ========   ========
</TABLE>


          The accompanying notes are an integral part of the unaudited
                  condensed consolidated financial statements.

                                     - 3 -


<PAGE>


<TABLE>
<CAPTION>
                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

                                                            For the Three Months Ended
                                                                     March 31,
                                                                 2004         2003
                                                              ---------    ----------
<S>                                                           <C>          <C>
Cash flows from operating activities:
Net income ................................................   $  19,788    $  10,178
Adjustments to reconcile net income to net cash provided by
    operating activities:
        Depreciation and amortization .....................       3,865        2,622
        Split-off costs (See Note 2) ......................        --          2,010
        Provision for doubtful accounts ...................          79           (4)
        Deferred income taxes .............................      (1,585)          32
        Tax benefit related to option exercises ...........       4,290        1,156
    Changes in assets and liabilities:
        Trade accounts receivable .........................     (18,850)      (3,909)
        Other current assets ..............................      (4,552)      (2,359)
        Other assets ......................................        (155)         (77)
        Accounts payable ..................................        (955)      (1,305)
        Accrued and other liabilities .....................         834       (1,617)
                                                              ---------    ----------
Net cash provided by operating activities .................       2,759        6,727
                                                              ---------    ----------
Cash flows from investing activities:
Purchases of property and equipment .......................      (2,691)      (6,054)
Investment in short-term bank deposits ....................     (36,874)        --
Acquisition, net of cash acquired .........................      (1,495)        --
                                                              ---------    ----------
Net cash used in investing activities .....................     (41,060)      (6,054)
                                                              ---------    ----------

Cash flows from financing activities:
Proceeds from issued shares ...............................       4,543        2,823
Split-off costs (See Note 2) ..............................        --         (3,050)
                                                              ---------    ----------
Net cash provided by (used in) financing activities .......       4,543         (227)
                                                              ---------    ----------

Effect of currency translation ............................       1,522          (10)
                                                              ---------    ----------

(Decrease) increase in cash and cash equivalents ..........     (32,236)         436
Cash and cash equivalents, beginning of year ..............     194,221      126,211
                                                              ---------    ----------
Cash and cash equivalents, end of period ..................   $ 161,985    $ 126,647
                                                              =========    ==========

</TABLE>


          The accompanying notes are an integral part of the unaudited
                  condensed consolidated financial statements.

                                     - 4 -


<PAGE>


                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                          (dollar amounts in thousands)

NOTE 1 - INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

      The accompanying  unaudited condensed  consolidated  financial  statements
included herein have been prepared by Cognizant Technology Solutions Corporation
("Cognizant" or the "Company") in accordance with generally accepted  accounting
principles  in the United  States of America  and Article 10 of  Regulation  S-X
under the Securities and Exchange Act of 1934, as amended, and should be read in
conjunction  with the Company's  consolidated  financial  statements  (and notes
thereto)  included  in the  Company's  2003 Annual  Report on Form 10-K.  In the
opinion of the Company's management,  all adjustments considered necessary for a
fair presentation of the accompanying unaudited condensed consolidated financial
statements have been included, and all adjustments are of a normal and recurring
nature.  Operating results for the interim period are not necessarily indicative
of results that may be expected to occur for the entire year.


NOTE 2 - SPLIT-OFF FROM IMS HEALTH AND RELATED PARTY TRANSACTIONS

      On February 13, 2003, (the "Split-Off Date") IMS Health Incorporated ("IMS
Health")  distributed  all of the Cognizant Class B common stock that IMS Health
owned  (a  total of  33,872,700  shares)  in an  exchange  offer  to IMS  Health
stockholders (the "Split-Off"). In connection with the Split-Off,  Cognizant was
obligated under the provisions of an  Intercompany  Agreement with IMS Health to
pay certain costs associated with the Split-Off.  During the quarter ended March
31, 2003,  Cognizant  incurred  direct and  incremental  costs of  approximately
$2,000  related  to  the   Split-Off.   This  amount  was  in  addition  to  the
approximately  $1,700,  which was recorded in the fourth  quarter of 2002.  Such
costs included direct legal, accounting,  printing and other costs. In addition,
costs  incurred  in the  first  quarter  of 2003  include a  non-cash  charge of
approximately  $488 calculated in accordance with  Accounting  Principles  Board
Opinion  ("APB") No. 25,  "Accounting  for Stock Issued to Employees and Related
Interpretations"  ("APB No.  25")  related to the  retention,  acceleration  and
extended  life of  Cognizant  common  stock  options by two former  Directors of
Cognizant who resigned on the Split-Off Date as a condition of the Split-Off. As
of the  Split-Off  Date,  such  former  Directors  were  Officers of IMS Health.
Cognizant did not receive any proceeds from the IMS Health exchange offer.

      As a result of the Split-Off,  IMS Health and its affiliates are no longer
related parties of Cognizant as of the Split-Off Date. Only services rendered to
or received from IMS Health and its affiliates during the period from January 1,
2003 to the Split-Off Date are classified as related party transactions.  During
the three months  ended March 31, 2003,  the Company  recognized  related  party
revenue of $2,575 and incurred costs related to services  provided by IMS Health
to the Company of $28.

      The Company  has a strategic  relationship  with The  Trizetto  Group Inc.
("Trizetto") that includes helping its healthcare customers integrate Trizetto's
products  with  their  existing   information   systems  and,  within  Trizetto,
supporting  further  development  of  these  software

                                     - 5 -


<PAGE>


applications.  As of the Split-Off Date, IMS Health owned approximately 26.4% of
the outstanding  common stock of Trizetto.  The Company  recorded  revenues from
Trizetto of  approximately  $831 from January 1, 2003 through the Split-Off Date
and recorded  expenses related to Trizetto  commissions of approximately $9 from
January 1, 2003 through the Split-Off Date.


NOTE 3 - ACQUISITION

      On February 27, 2004, the Company acquired Ygyan  Consulting  Private Ltd.
("Ygyan"),  an  India-based  SAP services  provider,  for  approximately  $1,720
(including approximately $62 of estimated direct deal costs). Ygyan was acquired
to increase the Company's SAP service capabilities.

      The Company has accounted for the  acquisition  as a business  combination
under the provisions of Statement of Financial Accounting Standards ("SFAS") No.
141,  "Business  Combinations"  and has  made a  preliminary  assessment  on the
allocation  of the  purchase  price to the tangible  and  intangible  assets and
liabilities  acquired.  Based  upon that  preliminary  assessment,  the  Company
expects that the amortization of such intangible assets will not have a material
effect on the Company's  results of operations.  The operating  results of Ygyan
have been included in the unaudited condensed  consolidated financial statements
since the  acquisition  date.  The Ygyan  acquisition  was not  material  to the
Company's consolidated results of operations, cash flows or financial condition.


NOTE 4 - INVESTMENT IN SHORT-TERM BANK DEPOSITS

      The Company's  investments in bank deposits  mature in less than one year.
These short-term cash investments are valued at cost,  which  approximates  fair
value.


NOTE 5 - INCOME TAXES

      The Company's Indian  subsidiary,  Cognizant India, is an  export-oriented
company, which under the Indian Income Tax Act of 1961, is entitled to claim tax
holidays  for a  period  of  ten  years  with  respect  to its  export  profits.
Substantially  all of the earnings of Cognizant India are attributable to export
profits and are therefore currently substantially exempt from Indian income tax.
These  tax  holidays  begin to  expire  in 2004 and  under  current  law will be
completely phased out by March of 2009. The incremental  Indian taxes related to
the  portion  of  the  Indian  tax  holiday  that  expires  in  2004  have  been
incorporated  into the Company's 2004  effective  income tax rate. The principal
difference  between the effective rates during the 2004 and 2003 periods and the
Company's United States federal  statutory rate is the effect of the tax holiday
in India.


NOTE 6 - ACCOUNTING FOR STOCK-BASED EMPLOYEE COMPENSATION PLANS

      At March 31, 2004, the Company had four stock-based employee  compensation
plans.   The  Company  accounts  for  these  plans  under  the  recognition  and
measurement  principles  of APB No. 25.  Except as noted below,  no  stock-based
employee  compensation  cost is reflected in net income,  as all options granted
under  those  plans  had an  exercise  price  equal to the  market  value of the
underlying  common stock on the date of grant.  The following table  illustrates
the effect on net income and earnings per share for the three months ended March
31,  2004 and

                                     - 6 -


<PAGE>


2003,  if the Company had applied the fair value  recognition  provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation", to stock-based employee
compensation.

                                         For Three         For Three Months
                                        Months Ended        Ended March 31,
                                       March 31, 2004           2003
                                      ---------------      ----------------
Net income as reported...........          $ 19,788           $ 10,178
  Add: Stock-based compensation,
     net of tax benefit,
     included in net income......                --                488
  Deduct: Total stock-based
     compensation expense
     determined under the fair
     value method for all
     awards, net of tax related
     benefits....................            (3,425)            (3,860)
                                           ---------          ---------
Pro forma net income.............          $ 16,363           $  6,806
                                           =========          =========

Earnings per share:
-------------------
As reported - basic..............          $   0.31           $   0.17
Pro forma - basic................          $   0.25           $   0.11
As reported - diluted............          $   0.28           $   0.15
Pro forma - diluted .............          $   0.23           $   0.10


NOTE 7 - COMMITMENTS AND CONTINGENCIES

      On December  22, 2003,  the Company  announced  plans to  construct  three
additional  fully-owned  development centers containing over 600,000 square feet
of space in Chennai,  Bangalore and Pune. The total expenditure  related to this
program is currently  estimated to be approximately  $42,500,  of which $463 has
been spent to date.

      The Company is involved in various claims and legal actions arising in the
ordinary course of business.  In the opinion of management,  the outcome of such
claims  and legal  actions,  if decided  adversely,  is not  expected  to have a
material adverse effect on the Company's  quarterly or annual operating results,
cash  flows,  or  consolidated  financial  position.  Additionally,  many of the
Company's  engagements  involve  projects that are critical to the operations of
its customers'  businesses and provide  benefits that are difficult to quantify.
Any  failure  in a  customer's  computer  system  could  result  in a claim  for
substantial   damages   against  the  Company,   regardless   of  the  Company's
responsibility for such failure.  Although the Company attempts to contractually
limit its liability for damages arising from negligent acts,  errors,  mistakes,
or omissions in rendering its software  development  and  maintenance  services,
there can be no assurance  that the  limitations  of liability  set forth in its
contracts will be  enforceable  in all instances or will  otherwise  protect the
Company from liability for damages.  Although the Company has general  liability
insurance coverage,  including coverage for errors or omissions, there can be no
assurance  that such coverage will continue to be available on reasonable  terms
or will be available in sufficient amounts to cover one or more large claims, or
that  the  insurer  will not  disclaim  coverage  as to any  future  claim.  The
successful assertion of one or more large

                                     - 7 -


<PAGE>


claims against the Company that exceed available  insurance  coverage or changes
in  the  Company's  insurance  policies,  including  premium  increases  or  the
imposition  of large  deductible  or  co-insurance  requirements,  could  have a
material  adverse  effect on the Company's  business,  results of operations and
financial condition.

      In connection with the Split-Off,  the Company entered into a Distribution
Agreement,   dated  January  7,  2003,   with  IMS  Health  (the   "Distribution
Agreement"),  that provides, among other things, that IMS Health and the Company
will comply with,  and not take any action  during the relevant time period that
is inconsistent with, the representations  made to and relied upon by McDermott,
Will & Emery in connection with rendering its opinion regarding the U.S. federal
income tax  consequences  of the exchange  offer.  In addition,  pursuant to the
Distribution Agreement, the Company indemnified IMS Health for any tax liability
to which they may be subject as a result of the  exchange  offer but only to the
extent  that  such  tax  liability   resulted   solely  from  a  breach  in  the
representations  the Company made to and were relied upon by  McDermott,  Will &
Emery in connection with rendering its opinion regarding the U.S. federal income
tax  consequences  of the  exchange  offer.  If the Company  breaches any of its
representations  in  connection  with the  Distribution  Agreement,  the related
indemnification  liability  could  be  material  to  the  Company's  results  of
operations, financial position and cash flows.


NOTE 8 - SEGMENT INFORMATION

            The Company, operating globally, provides IT services for medium and
large businesses.  North American operations consist primarily of IT services in
the United  States  and  Canada.  European  operations  consist  of IT  services
principally in the United Kingdom, The Netherlands and Ireland. Asian operations
consist of IT services principally in India, Singapore, Japan and Australia. The
Company is managed on a geographic basis. Accordingly,  regional sales managers,
sales  managers,  account  managers,  project teams and facilities are segmented
geographically  and decisions by the Company's  chief  operating  decision maker
regarding the allocation of assets and  assessment of  performance  are based on
such  geographic  segmentation.  In accordance  with SFAS No. 131,  "Disclosures
About Segments of an Enterprise and Related Information",  information about the
Company's operations and total assets in North America,  Europe and Asia for the
periods ended March 31, 2004 and March 31, 2003 are as follows:

                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                     2004             2003
                                                  ---------        ---------
REVENUES (1)(2)
North America (3).........................        $ 103,970        $  65,702
Europe....................................           14,736            8,246
Asia......................................            1,038              568
                                                  ---------        ---------
Consolidated..............................        $ 119,744        $  74,516
                                                  =========        =========

OPERATING INCOME (1)
North America (3).........................        $  20,567        $  12,806
Europe....................................            2,915            1,607
Asia......................................              205              111
                                                  ---------        ---------
Consolidated..............................        $  23,687        $  14,524
                                                  =========        =========

                                     - 8 -


<PAGE>


                                               As of March 31,    As of December
                                                     2004          31, 2003
                                               --------------     --------------
IDENTIFIABLE ASSETS
North America (3).........................        $ 205,430        $ 203,168
Europe....................................           24,997           26,045
Asia......................................          158,923          131,376
                                                  ---------        ---------
Consolidated..............................        $ 389,350        $ 360,589
                                                  =========        =========

(1)   Revenues and resulting operating income in this schedule are attributed to
      regions  based upon  customer  location.

(2)   Application development and integration services represented approximately
      44.3% and 37.8% of revenues  during the three  months ended March 31, 2004
      and  2003,  respectively.  Application  maintenance  services  represented
      approximately  55.7% and 62.2% of revenues  during the three  months ended
      March 31, 2004 and 2003, respectively.

(3)   Primarily relates to operations in the United States.

      One customer,  JPMorgan Chase,  accounted for more than 10% of revenues in
the quarter  ended March 31, 2004.  No customer  accounted  for more than 10% of
revenues for the three months ended March 31, 2003.


NOTE 9 - SUBSEQUENT EVENT

      On  April  12,  2004,  the  Board  of  Directors  declared  a  conditional
two-for-one  stock split to be effected by a 100% stock  dividend  payable on or
about June 17,  2004 to  stockholders  of record as of May 27,  2004.  The stock
split is subject to  stockholder  approval at the May 26, 2004 annual meeting of
stockholders  of  an  amendment  to  the  Company's   Restated   Certificate  of
Incorporation to increase the number of authorized Class A common shares.

                                     - 9 -


<PAGE>


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF RESULTS OF  OPERATIONS  AND
         FINANCIAL CONDITION.

OVERVIEW
--------

      We are a leading  provider  of custom IT  services  related  to IT design,
development,  integration  and maintenance  services  primarily for Fortune 1000
companies located in the United States and Europe. Our core competencies include
web-centric  applications,  data  warehousing,  component-based  development and
legacy and  client-server  systems.  We provide IT services  using an integrated
on-site/offshore  business model. This seamless  on-site/offshore business model
combines  technical and account management teams located on-site at the customer
location  and  offshore at dedicated  development  centers  located in India and
Ireland.

      During the three  months ended March 31,  2004,  our revenue  increased to
$119.7  million  compared to $74.5  million for the three months ended March 31,
2003.  Net income  increased to $19.8  million or $0.28 per diluted share during
the three  months  ended March 31, 2004  compared to $10.2  million or $0.15 per
diluted share during the three months ended March 31, 2003.  Our revenue  growth
was driven by  continued  strong  demand  for our  application  management,  and
application development and integration services. Application management revenue
increased by 44%, or  approximately  $20.4  million,  from  approximately  $46.3
million  during the three  months  ended March 31, 2003 to  approximately  $66.7
million  during the three months ended March 31, 2004.  Application  development
and integration  services  increased by 88.3%, or  approximately  $24.9 million,
from approximately $28.2 million during the three months ended March 31, 2003 to
approximately  $53.1 million during the three months ended March 31, 2004. As of
March 31, 2004, we had 193 active clients  compared to 153 at December 31, 2003.
We added 21 clients through our acquisition of Ygyan Consulting Private Ltd., or
Ygyan,  during  the first  quarter of 2004.  We  anticipate  that a  significant
portion of our revenue  growth in 2004 will come from  increased  penetration of
existing  clients.  In 2004,  we expect to  continue  to expand our  business in
Northern  Europe  as we  continue  to see an  increased  level of  interest  for
offshore services in that region.  During the three months ended March 31, 2004,
our  operating  margin  increased  approximately  30  basis  points  to 19.8% as
compared to 19.5% for the first quarter of 2003.  This was  consistent  with our
targeted operating margin range of 19 to 20% of total revenues.

      At March 31, 2004, we had cash and cash  equivalents  and short-term  bank
deposits of $198.9 million, an increase of $4.7 million compared to December 31,
2003. On December 22, 2003,  we announced  building  plans for three  additional
fully-owned  development centers containing over 600,000 square feet of space in
Chennai,  Bangalore and Pune.  Total costs related to this program are currently
estimated  to be  approximately  $42.5  million,  which we  expect  to fund from
current  operations.  We believe our financial  condition will remain strong. In
addition,  we will  continue  to consider  acquisitions  of  companies  that can
improve our capabilities in certain market niches or geographic areas.


CRITICAL ACCOUNTING ESTIMATES AND RISKS
---------------------------------------

      Management's  discussion  and  analysis  of our  financial  condition  and
results  of  operations  are  based  on  our  unaudited  condensed  consolidated
financial  statements  that have

                                     - 10 -


<PAGE>


been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and  assumptions  that affect the amounts  reported
for assets  and  liabilities,  including  the  recoverability  of  tangible  and
intangible  assets,  disclosure of contingent  assets and  liabilities as of the
date of the  financial  statements,  and the  reported  amounts of revenues  and
expenses  during the  reported  period.  On an on-going  basis,  we evaluate our
estimates.  The most significant  estimates relate to the recognition of revenue
and profits  based on the  percentage of  completion  method of  accounting  for
certain fixed-bid contracts, the allowance for doubtful accounts,  income taxes,
valuation of goodwill and other long-lived assets, contingencies and litigation.
We base our estimates on historical  experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities that are not readily apparent from other sources. The actual amounts
will differ  from the  estimates  used in the  preparation  of the  accompanying
unaudited  condensed   consolidated   financial   statements.   Our  significant
accounting  policies  are  described  in  Note 2 to the  consolidated  financial
statements  included  in our  Annual  Report  on Form  10-K for the  year  ended
December 31, 2003.

      We believe the following critical accounting policies require higher level
of management  judgments  and  estimates  than others in preparing the unaudited
condensed consolidated financial statements:

      REVENUE  RECOGNITION.  Revenues  related to our fixed-price  contracts are
recognized as the service is performed using the percentage-of-completion method
of  accounting,  under which the total  contract  revenue  during the term of an
agreement is recognized on the basis of the percentage that each contract's cost
to date bears to the total estimated cost.  Estimates of total contract revenues
and  costs are  continuously  monitored  during  the term of the  contract,  and
recorded revenues and costs are subject to revision as the contract  progresses.
Such  revisions  may result in increases or decreases to revenues and income and
are reflected in the consolidated  financial  statements in the periods in which
they are first identified.

      ALLOWANCE  FOR DOUBTFUL  ACCOUNTS.  We maintain an allowance  for doubtful
accounts for estimated  losses  resulting from the inability of our customers to
make required  payments.  The  allowance for doubtful  accounts is determined by
evaluating  the relative  credit-worthiness  of each customer  based upon market
capitalization and other information, including the aging of the receivables. If
the financial  condition of our customers were to  deteriorate,  resulting in an
impairment  of their  ability to make  payments,  additional  allowances  may be
required.

      INCOME  TAXES.  Determining  the  consolidated  provision  for  income tax
expense, deferred tax assets and liabilities and related valuation allowance, if
any, involves  judgment.  As a global company,  we are required to calculate and
provide for income  taxes in each of the  jurisdictions  where we operate.  This
involves estimating current tax exposures in each jurisdiction as well as making
judgments regarding the recoverability of deferred tax assets. Tax exposures can
involve  complex  issues and may require an extended  period to resolve.  In the
period  of  resolution,  adjustments  may need to be  recorded  that  result  in
increases  or decreases to income.  Changes in the  geographic  mix or estimated
level of annual pre-tax income can also affect the overall  effective income tax
rate.

                                     - 11 -


<PAGE>


      On an on-going basis, we evaluate whether a valuation  allowance is needed
to reduce our  deferred tax assets to the amount that is more likely than not to
be realized. While we have considered future taxable income and on-going prudent
and feasible tax planning  strategies  in assessing  the need for the  valuation
allowance,  in the event we determine  that we will be able to realize  deferred
tax assets in the future in excess of the net recorded amount,  an adjustment to
the deferred tax asset would  increase  income in the period such  determination
was made. Likewise,  should we determine that we will not be able to realize all
or part of the net  deferred  tax  asset in the  future,  an  adjustment  to the
deferred  tax asset  would be charged to income or equity (if the  deferred  tax
asset is related to tax benefits  from stock option  benefits that have not been
realized) in the period such determination was made.

      Our Indian  subsidiary,  Cognizant India, is an  export-oriented  company,
which,  under  the  Indian  Income  Tax Act of 1961,  is  entitled  to claim tax
holidays  for a period of ten years with  respect to  Cognizant  India's  export
profits.  Substantially  all of the earnings of Cognizant India are attributable
to export profits and are therefore  currently entitled to a 100% exemption from
Indian income tax.  These tax holidays  will begin to expire in 2004 and,  under
current law, will be completely  phased out by March of 2009.  Prior to 2002, it
was management's intent to repatriate all accumulated earnings from India to the
United States;  accordingly,  we provided for deferred  income taxes on all such
undistributed  earnings through  December 31, 2001.  During the first quarter of
2002,  we made a strategic  decision to pursue an  international  strategy  that
includes expanded  infrastructure  investments in India and geographic expansion
in Europe and Asia. As a component of this  strategy,  we intend to use 2002 and
future Indian earnings to expand operations outside of the United States instead
of  repatriating  these  earnings to the United States.  Accordingly,  effective
January 1, 2002, pursuant to Accounting Principles Board Opinion ("APB") No. 23,
"Accounting  for Income Taxes - Special  Areas" we no longer accrue  incremental
U.S. taxes on all foreign earnings  recognized in 2002 and subsequent periods as
these  earnings are  considered  to be  indefinitely  reinvested  outside of the
United States. As of March 31, 2004, the amount of unrepatriated Indian earnings
upon which no incremental U.S. taxes have been recorded is  approximately  $96.8
million.  While we have no plans to do so, if such earnings are  repatriated  in
the future or are no longer deemed to be indefinitely reinvested, we will accrue
the applicable  amount of taxes  associated with such earnings and may pay taxes
at a  substantially  higher  rate than the  effective  rate in 2004.  Due to the
various methods by which such earnings could be repatriated in the future, it is
not currently practicable to determine the amount of applicable taxes that would
result  from such  repatriation  or  whether  the amount of  previously  accrued
deferred taxes on earnings recognized prior to 2002 will require adjustment.

      GOODWILL.  We evaluate  goodwill for impairment at least  annually,  or as
circumstances  warrant.  When determining the fair value of our reporting units,
we utilize various assumptions,  including projections of future cash flows. Any
adverse changes in key  assumptions  about our businesses and their prospects or
an adverse  change in market  conditions may cause a change in the estimation of
fair value and could result in an impairment charge.

      LONG-LIVED  ASSETS.  In accordance with Statement of Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets",  which was adopted in 2002, we review for impairment  long-lived assets
and certain identifiable intangibles whenever events or changes in circumstances
indicate  that the  carrying  amount  of an  asset  may not be  recoverable.  In
general,  we will  recognize  an  impairment  loss when the sum of  undiscounted

                                     - 12 -


<PAGE>



expected future cash flows is less than the carrying  amount of such asset.  The
measurement  for such an impairment  loss is then based on the fair value of the
asset. If such assets were  determined to be impaired,  it could have a material
adverse effect on our business, results of operations and financial condition.

      RISKS.  Most  of our  IT  development  centers,  including  a  substantial
majority of our employees,  are located in India. As a result, we may be subject
to certain risks  associated  with  international  operations,  including  risks
associated with foreign currency exchange rate fluctuations and risks associated
with the  application  and imposition of protective  legislation and regulations
relating to import and export or otherwise  resulting from foreign policy or the
variability of foreign  economic or political  conditions.  To date, we have not
engaged in any hedging  transactions  to mitigate our risks relating to exchange
rate  fluctuations.  Additional risks associated with  international  operations
include difficulties in enforcing  intellectual  property rights, the burdens of
complying with a wide variety of foreign laws, potential geo-political and other
risks associated with terrorist activities and local and cross border conflicts,
potentially adverse tax consequences,  tariffs,  quotas and other barriers.  See
Item 1 "Business -  Additional  Factors That May Affect  Future  Results" in our
Annual Report on Form 10-K for the year ended  December 31, 2003 for  discussion
of  additional  risks that may  affect our  business,  operations  or  financial
results.

FORWARD LOOKING STATEMENTS
--------------------------

            The statements  contained in this Quarterly Report on Form 10-Q that
are not historical facts are  forward-looking  statements (within the meaning of
Section 21E of the  Securities  Exchange Act of 1934,  as amended)  that involve
risks and uncertainties.  Such forward-looking  statements may be identified by,
among other things, the use of  forward-looking  terminology such as "believes,"
"expects,"  "may," "will,"  "should" or "anticipates" or the negative thereof or
other  variations  thereon  or  comparable  terminology,  or by  discussions  of
strategy  that involve  risks and  uncertainties.  From time to time,  we or our
representatives have made or may make forward-looking  statements,  orally or in
writing. Such forward-looking statements may be included in various filings made
by us with the  Securities  and Exchange  Commission,  or press releases or oral
statements  made by or with  the  approval  of one of our  authorized  executive
officers.  These  forward-looking   statements,  such  as  statements  regarding
anticipated   future  revenues,   contract   percentage   completions,   capital
expenditures,  and other  statements  regarding  matters that are not historical
facts,  involve  predictions.  Our actual  results,  performance or achievements
could  differ  materially  from the results  expressed  in, or implied by, these
forward-looking  statements.  There are a number of important factors that could
cause  our  results  to  differ   materially   from  those   indicated  by  such
forward-looking  statements  which include general  economic  conditions and the
factors  discussed in our Annual Report on Form 10-K for the year ended December
31, 2003 and other  filings  with the  Securities  and Exchange  Commission.  We
undertake  no  obligation  to update or revise any  forward-looking  statements,
whether as a result of new information, future events or otherwise.

                                     - 13 -


<PAGE>


RESULTS OF OPERATIONS
---------------------

      The  following  table  sets  forth,  for the  periods  indicated,  certain
financial data expressed for the three months ended March 31:

<TABLE>
<CAPTION>

(Dollars in thousands)
                                % of                  % of
                     2004     Revenues      2003     Revenues   Increase  % Increase
                     ----     --------      ----     --------   --------  ----------
<S>                 <C>        <C>         <C>        <C>        <C>         <C>
Revenues..........  $119,744   100.0%      $74,516    100.0%     $45,228     60.7%
Cost of revenues..    65,010    54.3        40,959     55.0       24,051     58.7
                    --------   ------      -------    ------
Gross profit......    54,734    45.7        33,557     45.0       21,177     63.1
Selling, general
  and
  administrative..    27,182    22.7        16,411     22.0       10,771     65.6
Depreciation and
  amortization....     3,865     3.2         2,622      3.5        1,243     47.4
                    --------   ------      -------    ------
Income from
  operations......    23,687    19.8        14,524     19.5        9,163     63.1
                               ======                 ======

Other income
  (expense), net..     1,141                (1,786)                2,927    163.9
Provision for
  income taxes....    (5,040)               (2,560)                2,480     96.9
                    --------               -------
Net income........  $ 19,788    16.5       $10,178     13.7        9,610     94.4
                    ========   ======      =======    ======

</TABLE>


THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2003
-------------------------------------------------------------------------------

      REVENUE.  Revenue increased by 60.7%, or approximately $45.2 million, from
approximately  $74.5  million  during the three  months  ended March 31, 2003 to
approximately  $119.7 million during the three months ended March 31, 2004. This
increase resulted  primarily from increased revenue from existing  customers and
revenue from new customers added since March 31, 2003,  including  acquisitions.
In the first quarter of 2004,  JPMorgan  Chase  accounted for sales in excess of
10% of revenues, while in the corresponding period of 2003 no customer accounted
for sales in excess of 10% of revenues.

      GROSS  PROFIT.  Our cost of  revenues  consists  primarily  of the cost of
salaries,  payroll  taxes,  benefits,   immigration  and  travel  for  technical
personnel,  and the cost of sales commissions  related to revenues.  Our cost of
revenues increased by 58.7%, or approximately $24.1 million,  from approximately
$41.0  million  during the three  months  ended March 31, 2003 to  approximately
$65.0 million during the three months ended March 31, 2004. The increase was due
primarily  to costs  resulting  from an increase in the number of our  technical
professionals  from   approximately   5,900  employees  at  March  31,  2003  to
approximately  9,700  employees at March 31, 2004.  The increased  number of our
technical  professionals  is a direct result of greater demand for our services.
Our gross profit  increased  by 63.1%,  or  approximately  $21.2  million,  from
approximately  $33.6  million  during the three  months  ended March 31, 2003 to
approximately $54.7 million during the three months ended March 31, 2004.

      Gross  profit  margin  increased  from 45.0% of revenues  during the three
months  ended March 31, 2003 to 45.7% of revenues  during the three months ended
March 31,  2004.  The increase in gross  profit  margin was due  primarily to an
increase in offshore execution of projects

                                     - 14 -


<PAGE>


which are more  profitable  than onsite projects where salary costs are greater,
and higher average billing rates in 2004,  partially  offset by the appreciation
of the Indian Rupee versus the U.S. dollar and the effect of a higher  incentive
compensation accrual in 2004 as compared to 2003.

      SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES.   Selling,  general  and
administrative  expenses  consist  primarily  of  salaries,  employee  benefits,
travel,  promotion,  communications,  management,  finance,  administrative  and
occupancy  costs as well as  depreciation  and  amortization  expense.  Selling,
general and administrative  expenses,  including  depreciation and amortization,
increased by 63.1%, or approximately  $12.0 million,  from  approximately  $19.0
million  during the three  months  ended March 31, 2003 to  approximately  $31.0
million  during the three  months  ended  March 31,  2004,  and  increased  as a
percentage of revenue from 25.5% to 25.9%. The increase in such expenses was due
primarily to expenses incurred to expand our sales and marketing  activities and
increased infrastructure expenses to support our revenue growth.

      INCOME  FROM  OPERATIONS.  Income  from  operations  increased  63.1%,  or
approximately $9.2 million,  from  approximately  $14.5 million during the three
months  ended March 31, 2003 to  approximately  $23.7  million  during the three
months ended March 31, 2004,  representing  operating margins of 19.5% and 19.8%
of revenues, respectively. The increase in operating margin was due primarily to
the increase in the gross profit margin discussed above.

      OTHER INCOME/EXPENSE.  Other income/expense consists primarily of interest
income and foreign currency transaction gains or losses and for the three months
ended March 31, 2003,  non-recurring split-off costs of $2.0 million.  Split-off
costs relate to direct and  incremental  expenses  (e.g.,  legal and  accounting
fees,  printing and  registration  costs) incurred by us directly related to our
split-off from IMS Health  Incorporated  or ("IMS  Health").  (See Note 2 to the
unaudited  condensed  consolidated   financial   statements).   Interest  income
increased  from $0.4  million  during the three  months  ended March 31, 2003 to
approximately  $0.8 million  during the three  months  ended March 31, 2004.  We
recognized a net foreign currency  exchange loss of  approximately  $0.2 million
during  three month  periods  ended  March 31,  2003 and a net foreign  currency
exchange gain of $0.3 million during the three months ended March 31, 2004, as a
result of the effect of changing exchange rates on our transactions  denominated
in currencies other than the functional currency.

      PROVISION FOR INCOME TAXES.  The provision for income taxes increased from
approximately  $2.6  million  during the three  months  ended  March 31, 2003 to
approximately  $5.0 million  during the three  months ended March 31, 2004.  The
effective tax rate of 20.1% for the three months ended March 31, 2003  increased
marginally  to 20.3% for the three months ended March 31, 2004  primarily due to
the expiration of the Indian tax holiday on export profits generated from one of
our software  development centers in India.  Beginning April 1, 2004, we will be
required to pay Indian  taxes on export  profits  generated  from this  software
development center.

      NET INCOME. Net income increased from approximately  $10.2 million for the
three months ended March 31, 2003 to  approximately  $19.8 million for the three
months  ended  March  31,  2004,  representing  13.7%  and  16.5%  of  revenues,
respectively. The increase in net

                                     - 15 -


<PAGE>


income as a percentage  of revenues  compared to the prior period was  primarily
due to the one-time non-recurring split-off costs referred to above.

RESULTS BY BUSINESS SEGMENT
---------------------------

      We,  operating  globally,   provide  IT  services  for  medium  and  large
businesses.  North American  operations  consist primarily of IT services in the
United States and Canada. European operations consist of IT services principally
in the United Kingdom, The Netherlands and Ireland.  Asian operations consist of
IT services principally in India, Singapore, Japan and Australia. We are managed
on a geographic  basis.  Accordingly,  regional sales managers,  sales managers,
account managers,  project teams and facilities are segmented geographically and
decisions by our chief  operating  decision  maker  regarding the  allocation of
assets and assessment of performance are based on such geographic  segmentation.
In this regard,  revenues are  allocated  to each  geographic  area based on the
location of the customer.

      The  following  table sets  forth,  for the periods  indicated,  operating
results by geographic segment:

(Dollars in thousands)
                               Three Months Ended
                                    March 31,
                            ---------------------
                             2004        2003       Increase   % Increase
                            --------    -------     --------   ----------
Revenues
  North America.......      $103,970    $65,702     $38,268       58.2%
  Europe..............        14,736      8,246       6,490       78.7
  Asia................         1,038        568         470       82.7
                            --------    -------
   Total revenue......      $119,744    $74,516
                            ========    =======
Operating Income
  North America.......      $ 20,567    $12,806      $7,761       60.6%
  Europe..............         2,915      1,607       1,308       81.4
  Asia................           205        111          94       84.7
                            --------    -------
   Total operating
     income...........      $ 23,687    $14,524
                            ========    =======

North American Segment
----------------------

      REVENUE.  Revenue increased by 58.2%, or approximately $38.3 million, from
approximately  $65.7 million  during the first quarter of 2003 to  approximately
$104.0  million  during the first  quarter of 2004.  The increase in revenue was
attributable primarily to greater acceptance of the on-site/offshore  consulting
services  delivery model as a means of reducing a customer's  internal IT costs,
as well as sales and marketing  activities  directed at the U.S.  market for our
services.

      INCOME  FROM  OPERATIONS.  Income  from  operations  increased  60.6%,  or
approximately $7.8 million,  from  approximately  $12.8 million during the first
quarter of 2003 to approximately $20.6 million during the first quarter of 2004.
The  increase  in  operating  income was  attributable  primarily  to  increased
revenues and achieving leverage on prior sales and marketing investments.

                                     - 16 -


<PAGE>


European Segment
----------------

      REVENUE.  Revenue increased by 78.7%, or approximately $6.5 million,  from
approximately  $8.2 million  during the first  quarter of 2003 to  approximately
$14.7  million  during the first  quarter of 2004.  The  increase in revenue was
attributable  to the increased  acceptance of our services,  particularly in the
United Kingdom and additional  revenues  related to the acquisition of Infopulse
Nederland B.V.

      INCOME  FROM  OPERATIONS.  Income  from  operations  increased  81.4%,  or
approximately  $1.3 million,  from  approximately  $1.6 million during the first
quarter of 2003 as  compared  to  approximately  $2.9  million  during the first
quarter of 2004. The increase in operating income was attributable  primarily to
increased   revenues  and  achieving  leverage  on  prior  sales  and  marketing
investments.


Asian Segment
-------------

      REVENUE.  Revenue increased by 82.7%, or approximately $0.5 million,  from
approximately  $0.6 million  during the first  quarter of 2003 to  approximately
$1.0  million  during the first  quarter of 2004.  The  increase  in revenue was
attributable to the increased acceptance of our services,  particularly in Japan
and Singapore, and the acquisition of Ygyan.

      INCOME  FROM  OPERATIONS.  Income  from  operations  increased  84.7%,  or
approximately  $0.1 million,  from  approximately  $0.1 million during the first
quarter of 2003 as  compared  to  approximately  $0.2  million  during the first
quarter of 2004. The increase in operating income was attributable  primarily to
increased   revenues  and  achieving  leverage  on  prior  sales  and  marketing
investments.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

      At March 31, 2004, we had cash and cash  equivalents  and short-term  bank
deposits of  approximately  $198.9 million.  We have used, and plan to use, such
cash for (i) expansion of existing  operations,  including our offshore software
development  centers;  (ii) continued  development  of new service lines;  (iii)
possible  acquisitions of related businesses;  (iv) formation of joint ventures;
and (v) general corporate  purposes,  including working capital. As of March 31,
2004, we had no significant  third party debt and our working capital  increased
to  $244.2  million  compared  to  $215.9  million  as  of  December  31,  2003.
Accordingly, we do not anticipate any near-term liquidity issues.

      During 2004, the Indian income tax holiday  related to one of our software
development  centers will  expire.  Accordingly,  in 2004,  we will begin to pay
Indian income taxes on export profits generated by this one software development
center. Such income taxes are expected to be less than $10 million for 2004.

      Net cash provided by operating  activities was approximately  $2.8 million
during the three months ended March 31, 2004 as compared to net cash provided by
operating activities of approximately $6.7 million during the three months ended
March 31, 2003.  This  decrease is primarily  attributed  to the increase in the
trade  accounts  receivable as of March 31, 2004,  partially  offset by a higher
level of net income during 2004 as compared to 2003. Trade accounts

                                     - 17 -


<PAGE>


receivable, net of allowance,  increased from $52.3 million at December 31, 2003
to $71.5 million at March 31, 2004.  The increase in trade  accounts  receivable
during the first quarter of 2004 was due primarily to increased  revenue and the
timing of  billings  during  the  quarter.  We monitor  turnover,  aging and the
collection of accounts  receivable  through the use of management  reports which
are prepared on a customer  basis and evaluated by our finance  staff.  At March
31, 2004, our days' sales  outstanding,  including  unbilled  receivables,  were
approximately 64 days compared to approximately 53 days at December 31, 2003.

      Our investing  activities used net cash of approximately $41.1 million for
the  three  months  ended  March  31,  2004  as  compared  to net  cash  used of
approximately  $6.1 million for the same period in 2003. The increase in 2004 as
compared to 2003 relates to the  investment of a portion of our cash balances in
short-term bank deposits to achieve a higher return on invested balances and the
acquisition  of  Ygyan,  partially  offset by lower  spending  on  property  and
equipment.

      Our financing  activities generated net cash of approximately $4.5 million
for the three  months  ended  March  31,  2004 as  compared  to net cash used by
financing  activities of approximately $0.2 million for the same period in 2003.
The increase in net cash provided by financing  activities was primarily related
to increased cash proceeds from the exercise of stock options as compared to the
prior year and the payment of non-recurring split-off costs in 2003.

      We believe  that our  available  funds and the cash flows  expected  to be
generated  from  operations  will be adequate to satisfy our current and planned
operations and needs for at least the next 12 months.  Our ability to expand and
grow our business in accordance  with current plans,  to make  acquisitions  and
form joint ventures and to meet our long-term capital  requirements  beyond this
12-month  period will depend on many  factors,  including  the rate,  if any, at
which our cash  flow  increases,  our  ability  and  willingness  to  accomplish
acquisitions  and joint ventures with capital stock, our continued intent not to
repatriate  earnings  from India,  our  ability  not to breach the  Distribution
Agreement, as defined below, between IMS Health and us, especially as it relates
to our tax  indemnities,  and the  availability  of public and private  debt and
equity financing.  We cannot be certain that additional financing,  if required,
will be available on terms favorable to us, if at all.

      We  do  not  engage  in  hedging  activities  nor  have  we  entered  into
off-balance  sheet  transactions,   arrangements  or  other  relationships  with
unconsolidated  entities or other persons that are likely to affect liquidity or
the availability of or requirements for capital resources.


COMMITMENTS AND CONTINGENCIES
-----------------------------

      On December 22, 2003,  we announced  building  plans for three  additional
fully-owned  development centers containing over 600,000 square feet of space in
Chennai,  Bangalore and Pune,  India.  As of March 31, 2004, we had entered into
fixed capital commitments related to this program of approximately $0.5 million,
of which  approximately $0.5 million had been spent. Total costs related to this
program are expected to be approximately $42.5 million,  which we expect to fund
internally.

      We are  involved  in  various  claims  and legal  actions  arising  in the
ordinary course of business.  In the opinion of management,  the outcome of such
claims  and legal  actions,  if decided

                                     - 18 -


<PAGE>


adversely, is not expected to have a material adverse effect on our quarterly or
annual  operating  results,  cash flows,  or  consolidated  financial  position.
Additionally,  many of our engagements involve projects that are critical to the
operations of our customers' business and provide benefits that are difficult to
quantify.  Any failure in a customer's  computer  system could result in a claim
for substantial  damages against us, regardless of our  responsibility  for such
failure.  Although we attempt to  contractually  limit our liability for damages
arising from negligent  acts,  errors,  mistakes,  or omissions in rendering our
application  design,  development  and  maintenance  services,  there  can be no
assurance  that the  limitations of liability set forth in our contracts will be
enforceable  in all instances or will  otherwise  protect us from  liability for
damages.  Although  we have  general  liability  insurance  coverage,  including
coverage for errors or omissions,  there can be no assurance  that such coverage
will  continue to be  available  on  reasonable  terms or will be  available  in
sufficient  amounts to cover one or more large claims,  or that the insurer will
not disclaim coverage as to any future claim. The successful assertion of one or
more large claims against us that exceed available insurance coverage or changes
in our insurance  policies,  including  premium  increases or the  imposition of
large  deductible or co-insurance  requirements,  could have a material  adverse
effect on our business, results of operations and financial condition.

      In  connection  with the  split-off  from IMS  Health,  we entered  into a
Distribution  Agreement,  dated January 7, 2003, with IMS Health, referred to as
the Distribution  Agreement.  The Distribution  Agreement provides,  among other
things,  that IMS Health and we will comply with, and not take any action during
the relevant time period that is inconsistent with, the representations  made to
and relied upon by  McDermott,  Will & Emery in  connection  with  rendering its
opinion  regarding  the U.S.  federal  income tax  consequences  of the exchange
offer. In addition,  pursuant to the Distribution  Agreement, we indemnified IMS
Health  for any tax  liability  to which  they may be subject as a result of the
exchange  offer but only to the extent that such tax liability  resulted  solely
from a  breach  in the  representations  we  made  to and  were  relied  upon by
McDermott,  Will & Emery in connection with rendering its opinion  regarding the
U.S.  federal income tax consequences of the exchange offer. If we breach any of
our representations in connection with the Distribution  Agreement,  the related
indemnification  liability  could  be  material  to  our  quarterly  and  annual
operating results, financial position and cash flows.


RELATED PARTY TRANSACTIONS
--------------------------

      As described in Note 2 to the unaudited condensed  consolidated  financial
statements,  on February 13, 2003, referred to as the Split-Off Date, IMS Health
distributed  all of the Cognizant  Class B common stock that IMS Health owned in
an exchange offer to IMS Health stockholders, referred to as the Split-Off. As a
result of the  Split-Off,  IMS  Health  is no  longer a related  party as of the
Split-Off  Date.  Accordingly,  our revenues  from IMS Health  subsequent to the
Split-Off Date are classified as third party  revenues.  During the three months
ended March 31, 2003,  we  recognized  related  party  revenues  from IMS Health
totaling  approximately  $2.6 million and incurred costs of $.02 million related
to services provided to us by IMS Health.


FOREIGN CURRENCY TRANSLATION
----------------------------

      A portion  of our costs in India are  denominated  in local  currency  and
subject to exchange  fluctuations,  which has not had any material effect on our
results of operations.

                                     - 19 -


<PAGE>


EFFECTS OF INFLATION
--------------------

      Our most  significant  costs are the salaries and related benefits for our
programming  staff and other  professionals.  Competition  in India,  the United
States and Europe for professionals  with advanced technical skills necessary to
perform our  services  offered  have caused  wages to increase at a rate greater
than the general rate of inflation.  As with other IT service providers, we must
adequately anticipate wage increases, particularly on our fixed-price contracts.
There can be no assurance that we will be able to recover cost increases through
increases in the prices that we charge for our services in the United States and
elsewhere.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      We believe  that we do not have  operations  subject to material  risks of
foreign currency fluctuations, nor do we use derivative financial instruments in
our operations or investment  portfolio.  Nonetheless,  we periodically evaluate
the need for  hedging  strategies  to  mitigate  the effect of foreign  currency
fluctuations.  We believe that we do not have exposure to material  market risks
associated with changes in interest rates, as we have no variable  interest rate
debt outstanding.  We do not believe that we have any other material exposure to
market risks associated with interest rates.


ITEM 4.  CONTROLS AND PROCEDURES.

      EVALUATION  OF  DISCLOSURE   CONTROLS  AND  PROCEDURES.   Based  on  their
evaluation  of our  disclosure  controls  and  procedures  (as  defined in Rules
13a-14(c) and 15d-14(c) under the Securities  Exchange Act of 1934) as of a date
within 90 days of the filing  date of this  Quarterly  Report on Form 10-Q,  our
chief  executive  officer and chief  financial  officer have  concluded that our
disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed  by us in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified in the Securities  and Exchange  Commission's
rules and forms and are operating in an effective manner.

      CHANGES IN INTERNAL  CONTROLS.  There were no  significant  changes in our
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the date of their most recent evaluation.

                                     - 20 -


<PAGE>


                           PART II. OTHER INFORMATION

ITEM 5.  OTHER INFORMATION.

      On  February  27,  2004,  we  consummated  our  acquisition  of Ygyan,  an
India-based SAP services provider. We acquired Ygyan to increase our SAP service
capabilities.  In connection with the acquisition,  we paid  approximately  $1.7
million to Ygyan, including approximately $.06 million of estimated deal costs.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

      (a) Exhibits.

            Exhibit No.     Description
            -----------     ----------------------------------------------------

                 10.1*     2004 Employee Stock Purchase Plan.

                 31.1      Certification of principal executive officer pursuant
                           to Section 302 of the Sarbanes-Oxley Act of 2002.

                 31.2      Certification  of principal  financial and accounting
                           officer pursuant to Section 302 of the Sarbanes-Oxley
                           Act of 2002.

                 32.1      Certification of principal executive officer pursuant
                           to Section 906 of the  Sarbanes-Oxley Act of 2002, 18
                           U.S.C. 1350.

                 32.2      Certification  of principal  financial and accounting
                           officer pursuant to Section 906 of the Sarbanes-Oxley
                           Act of 2002, 18 U.S.C. 1350.

            *     A  management  contract or  compensatory  plan or  arrangement
                  required  to be filed as an exhibit  pursuant  to Item 6(a) of
                  Form 10-Q.


      (b) Reports on Form 8-K.

            On February  20,  2004,  we  furnished a current  report on Form 8-K
            under Item 9,  including a copy of our press release  announcing our
            intent to acquire Ygyan.

            On February  10,  2004,  we  furnished a current  report on Form 8-K
            under Item 12,  including  a copy of our  earnings  release  for the
            fourth quarter and year ended December 31, 2003 (including financial
            statements).

                                     - 21 -


<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                 Cognizant Technology Solutions Corporation

Date:  May 7, 2004               By: /s/ Lakshmi Narayanan
                                     --------------------------------------
                                     Lakshmi Narayanan,
                                     President, Chief Executive Officer and
                                     Director (Principal Executive Officer)


Date:  May 7, 2004               By: /s/ Gordon Coburn
                                     --------------------------------------
                                     Gordon Coburn,
                                     Executive Vice President, Chief
                                     Financial Officer, Treasurer and Secretary
                                     (Principal Financial and
                                     Accounting Officer)

                                     - 22 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>form10q_33104ex101.txt
<DESCRIPTION>EX. 10.1 COGNIZANT TECHNOLOGY SOLUTIONS CORP
<TEXT>
                                                                    EXHIBIT 10.1

                   COGNIZANT TECHNOLOGY SOLUTIONS CORPORATION

                        2004 EMPLOYEE STOCK PURCHASE PLAN


                                 I. DEFINITIONS
                                 --------------

      ACCOUNT means the Employee Stock Purchase Plan Account  established  for a
Participant under Section IX hereunder.

      BOARD OF DIRECTORS shall mean the Board of Directors of the Company.

      CODE shall mean the Internal Revenue Code of 1986, as amended.

      COMMITTEE shall mean the  Compensation  Committee  appointed and acting in
accordance with the terms of the Plan.

      COMMON STOCK shall mean shares of the Company's Class A Common Stock,  par
value $.01 per share,  and any security into which such stock shall be converted
or  shall  become  by  reason  of  changes  in  its  nature  such  as by  way of
recapitalization,  reclassification, changes in par value, merger, consolidation
or similar transaction.

      COMPANY shall mean Cognizant Technology Solutions Corporation,  a Delaware
corporation.  When used in the Plan with reference to employment,  Company shall
include Designated Subsidiaries.

      COMPENSATION  shall mean the total cash  compensation  paid to an Eligible
Employee by the Company,  as  reportable  on IRS Form W-2.  Notwithstanding  the
foregoing,  Compensation shall exclude severance pay, stay-on bonuses, long term
bonuses,  retirement income,  change-in-control  payments,  contingent payments,
income  derived  from  stock  options,   stock  appreciation  rights  and  other
equity-based compensation and other forms of special remuneration.

      EFFECTIVE DATE shall mean April 1, 2004.

      ELIGIBLE  EMPLOYEES shall mean only those persons who, as of the first day
of a Purchase Period, are Employees of the Company or any Subsidiary  designated
by the Committee from time to time (a "Designated  Subsidiary") and who are not,
as of the day  preceding  the  first  day of the  Purchase  Period,  deemed  for
purposes of Section  423(b)(3) of the Code to own stock possessing 5% or more of
the total combined voting power or value of all classes of stock of the Company.

      EMPLOYEES  shall  mean all  persons  who are  employed  by the  Company as
common-law  employees,  excluding  persons (i) whose customary  employment is 20
hours or less per week, or (ii) whose customary  employment is for not more than
five months in a calendar year.

      EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as amended.

      EXERCISE DATE shall mean the last day of a Purchase Period.


<PAGE>


      FAIR  MARKET  VALUE  shall  mean as of any date:  (i) the  average  of the
closing  bid and  asked  prices on such  date of the  Common  Stock as quoted by
Nasdaq; or (ii), as the case may be, the last reported sales price of the Common
Stock on such date as reported by the Nasdaq  National  Market or the  principal
national  securities  exchange on which such stock is listed and  traded,  or in
each such case where  there is no trading  on such date,  on the first  previous
date on which there is such trading.

      PARTICIPANT  shall mean an Eligible  Employee who elects to participate in
the Plan under Section VII hereunder.

      PLAN shall mean the Cognizant  Technology  Solutions  Corporation Employee
Stock Purchase Plan, as set forth herein and as amended from time to time.

      PURCHASE  PERIOD shall mean (a) for 2004,  the purchase  periods  shall be
quarterly  commencing on the Effective Date and ending on December 31, 2004; and
(b) thereafter,  purchase periods shall remain quarterly, unless modified by the
Committee not less than 60 days in advance of the  commencement of such modified
period.  A Purchase  Period shall begin on the first business day of, and end on
the last business day of, each such calendar  period.  The last Purchase  Period
under the Plan shall  terminate on or before the date of termination of the Plan
provided in Section XXIV.

      SUBSIDIARY shall mean any corporation which is a subsidiary of the Company
within the meaning of Section 425(f) of the Code.

      TERMINATION  OF SERVICE  shall mean the earliest of the  following  events
with  respect to a  Participant:  his  retirement,  death,  quit,  discharge  or
permanent separation from service with the Company.

      The masculine  gender includes the feminine,  the singular number includes
the  plural and the plural  number  includes  the  singular  unless the  context
otherwise requires.


                                   II. PURPOSE
                                   -----------

      It is the  purpose  of this  Plan to  provide  a  means  whereby  Eligible
Employees may purchase Common Stock through payroll  deductions.  It is intended
to provide a further  incentive for  Employees to promote the best  interests of
the  Company  and  to  encourage  stock  ownership  by  Employees  in  order  to
participate in the Company's economic progress.

      It is the  intention  of the  Company  to  have  the  Plan  qualify  as an
"employee stock purchase plan" within the meaning of Section 423 of the Code and
the  provisions of the Plan shall be construed in a manner  consistent  with the
Code.


                               III. ADMINISTRATION
                               -------------------

      The Plan shall be administered by the Compensation  Committee of the Board
of Directors.  The Committee  shall have authority to make rules and regulations
for the administration of the Plan, and its  interpretations  and decisions with
regard  thereto  shall be final and  conclusive.  The  Committee  shall have all
necessary  authority to communicate,  from time to time, with Eligible Employees
and

                                        2


<PAGE>


Participants for purposes of  administering  the Plan, and shall notify Eligible
Employees  promptly  of its  election of the term of each  forthcoming  Purchase
Period,  if other than a  quarterly,  and of its  election  to utilize the Trust
Administration Option referred to in Section IX.


                                   IV. SHARES
                                   ----------

      There shall be 1,500,000  shares of Common Stock  reserved for issuance to
and purchase by Participants under the Plan, subject to adjustment in accordance
with Section XXI hereof. The shares of Common Stock subject to the Plan shall be
either shares of authorized but unissued  Common Stock or shares of Common Stock
reacquired by the Company.  Shares of Common Stock  involved in any  unexercised
portion of any  terminated  option  may again be subject to options to  purchase
granted under the Plan.


                                V. PURCHASE PRICE
                                -----------------

      The  purchase  price per  share of the  shares  of  Common  Stock  sold to
Participants  under this Plan for any Purchase Period shall be the lesser of (a)
90% of the Fair Market Value of a share of Common Stock on the first day of such
Purchase Period,  or (b) 90% of the Fair Market Value of a share of Common Stock
on the Exercise Date of such Purchase Period.


                     VI. GRANT OF OPTION TO PURCHASE SHARES
                     --------------------------------------

      Each Eligible  Employee shall be granted an option  effective on the first
day of each Purchase  Period to purchase a number of full shares of Common Stock
(subject to adjustment as provided in Section XXI). No Eligible  Employee  shall
be  permitted to purchase  shares under this Plan (or under any other  "employee
stock  purchase  plan" within the meaning of Section  423(b) of the Code, of the
Company ) with an aggregate Fair Market Value (as determined as of the first day
of the Purchase  Period) in excess of $25,000 for any one  calendar  year within
the  meaning of Section  423(b)(8)  of the Code.  For a given  Purchase  Period,
payroll  deductions  shall commence on the first day of the Purchase  Period and
shall end on the related  Exercise Date,  unless sooner altered or terminated as
provided in the Plan.

      Anything herein to the contrary  notwithstanding,  if, as of the first day
of a  Purchase  Period,  any  Eligible  Employee  entitled  to  purchase  shares
hereunder  would be deemed for the purposes of Section  423(b)(3) of the Code to
own stock (including any number of shares which such person would be entitled to
purchase hereunder)  possessing 5% or more of the total combined voting power or
value of all classes of stock of the Company, the maximum number of shares which
such person shall be entitled to purchase  pursuant to the Plan shall be reduced
to that number  which when added to the number of shares of stock of the Company
which such person is so deemed to own (excluding any number of shares which such
person would be entitled to purchase hereunder), is one less than such 5%.

                                        3


<PAGE>


                          VII. ELECTION TO PARTICIPATE
                          ----------------------------

      An Eligible  Employee  may elect to become a  Participant  in this Plan by
completing a "Stock Purchase Agreement" form or otherwise indicating an election
via electronic  enrollment prior to the first day of the Purchase Period. In the
Stock Purchase Agreement,  the Eligible Employee shall authorize regular payroll
deductions  from his  Compensation  subject to the  limitations  in Section VIII
below.  Options  granted to Eligible  Employees  who fail to  authorize  payroll
deductions will automatically lapse. If a Participant's payroll deductions allow
him to purchase fewer than the maximum number of shares of Common Stock to which
his option entitles him, the option with respect to the shares which he does not
purchase will lapse as of the last day of the Purchase Period.

      The execution and delivery of the Stock Purchase  Agreement as between the
Participant  and the Company  shall be  conditioned  upon the  compliance by the
Company at such time with Federal (and any applicable state) securities laws.


                           VIII. PAYROLL DEDUCTIONS
                           ------------------------

      An  Eligible   Employee  may  authorize   payroll   deductions   from  his
Compensation  for  each  payroll  period  of  a  specified  percentage  of  such
Compensation, not less than 1% and not more than 15%, in multiples of 1%.

      The  amount  of  payroll  deduction  shall  be  established  prior  to the
beginning  of a Purchase  Period  and may not be  altered,  except for  complete
discontinuance under Section XI, XIII or XIV hereunder.


                       IX. EMPLOYEE STOCK PURCHASE ACCOUNT
                         AND TRUST ADMINISTRATION OPTION
                       -----------------------------------

      An  Employee  Stock  Purchase   Account  will  be  established   for  each
Participant  in the Plan.  Payroll  deductions  made under  Section VIII will be
credited to the individual Accounts.  In the event the Committee determines with
respect to any Purchase Period, not to utilize the "Trust Administration Option"
set forth in the next paragraph,  no interest or other earnings will be credited
to a Participant's Account.

      With respect to any one or more Purchase Periods,  the Committee may elect
to utilize,  in  addition  to the  separate  accounting  for payroll  deductions
provided  in the Plan,  the option to  administer  the  funding of the  Accounts
through a trust  established  pursuant to a trust agreement  between the Company
and an  institution  exercising  fiduciary  powers  (the  "Trust  Administration
Option") as hereinafter set forth in this  paragraph.  The Company shall provide
for the funding of each Account on a regular basis during each  Purchase  Period
reflecting  payroll  deductions of Participants  and shall cause such sums to be
deposited  within 15 days following  such  deductions in a trust account at such
institution and upon such terms as are  established by the Committee.  The trust
account  assets  shall  be  invested  in  shares  of a  tax-exempt  money-market
registered   investment  company  designated  in  the  trust  agreement,   which
designation shall not be changed during the Purchase Period. Assets deposited in
the aforesaid trust account shall be commingled, but a separate accounting shall
be kept for each  Participant's  interest  therein.  Each  Participant  shall be
credited with his allocable  share of the earnings of the trust  account,  which
credits shall be reflected in each Participant's  Account balance hereunder.  At
all times,  the funds in such trust account shall be considered  the property of
the respective

                                        4


<PAGE>


Participants, and no part of the trust account assets may at any time revert to,
or be subject to any lien or claim of, the Company; provided, however, that such
trust account  assets may be used only for the purchase of shares as provided in
Section  X hereof or for  withdrawal  by or  return  to  Participants  (or their
beneficiaries) as provided in Sections XI, XIII or XXIV hereof.


                              X. PURCHASE OF SHARES
                              ---------------------

      If,  as of any  Exercise  Date,  there is  credited  to the  Account  of a
Participant  an  amount  at least  equal to the  purchase  price of one share of
Common Stock for the current  Purchase  Period,  as determined in Section V, the
Participant  shall buy and the  Company  shall  sell at such  price the  largest
number of whole shares of Common Stock which can be purchased with the amount in
his Account.

      Any balance remaining in a Participant's  Account at the end of a Purchase
Period will be carried forward into the Participant's  Account for the following
Purchase  Period.  In no event will the balance  carried  forward be equal to or
exceed the purchase  price of one share of Common Stock as determined in Section
V above.  Notwithstanding the foregoing  provisions of this paragraph,  if as of
any Exercise Date the  provisions  of Section XV are  applicable to the Purchase
Period ending on such  Exercise  Date,  and the Committee  reduces the number of
shares which would otherwise be purchased by Participants on such Exercise Date,
the entire balance  remaining  credited to the Account of each Participant after
the purchase of the applicable number of shares of Common Stock on such Exercise
Date  shall be  refunded  to each such  Participant.  Except  with  respect to a
Purchase Period for which the Trust  Administration  Option has been elected, no
refund of an Account  balance made pursuant to the Plan shall include any amount
in respect of interest or other imputed earnings.

      Anything herein to the contrary  notwithstanding,  no Participant  may, in
any calendar  year,  purchase a number of shares of Common Stock under this Plan
which,  together  with  all  other  shares  of  stock  of the  Company  and  its
Subsidiaries  which he may be  entitled to purchase in such year under all other
employee stock purchase plans of the Company and its subsidiaries which meet the
requirements  of Section 423(b) of the Code, have an aggregate Fair Market Value
(measured as of the first day of each applicable  Purchase  Period) in excess of
$25,000.  The limitation described in the preceding sentence shall be applied in
a manner consistent with Section 423(b)(8) of the Code.


                                 XI. WITHDRAWAL
                                 --------------

      A Participant may withdraw from the Plan at any time prior to the Exercise
Date of a Purchase Period by filing a notice of withdrawal. Upon a Participant's
withdrawal,  the payroll  deductions shall cease for the next payroll period and
the  entire  amount  credited  to his  Account  shall be  refunded  to him.  Any
Participant who withdraws from the Plan may again become a Participant hereunder
at the start of the next Purchase Period in accordance with Section VII.


                       XII. ISSUANCE OF STOCK CERTIFICATES
                       -----------------------------------

      The shares of Common  Stock  purchased  by a  Participant  shall,  for all
purposes, be deemed to have been issued and sold at the close of business on the
Exercise  Date.  Prior to that  date,  none of the  rights  or  privileges  of a
stockholder  of the  Company  shall  exist with  respect to such  shares.  Stock
certificates  shall be registered either in the Participant's name or jointly in
the names of the Participant

                                        5


<PAGE>


and his  spouse,  as the  Participant  shall  designate  in his  Stock  Purchase
Agreement. Such designation may be changed at any time by filing notice thereof.
Certificates  representing  shares of purchased  Common Stock shall be delivered
promptly to the Participant following issuance.


                          XIII. TERMINATION OF SERVICE
                          ----------------------------

      (a) Upon a Participant's  Termination of Service for any reason other than
death or  voluntary  termination  of  employment  on or after  attaining  age 55
("Retirement"),  no payroll  deduction may be made from any Compensation due him
as of the date of his Termination of Service and the entire balance  credited to
his Account shall be automatically refunded to him.

      (b) Upon a Participant's  Retirement,  no payroll  deduction shall be made
from  any  Compensation  due  him  as of the  date  of  his  retirement.  Such a
Participant may, prior to Retirement, elect:

      (1) to have the entire  amount  credited  to his Account as of the date of
his Retirement refunded to him, or

      (2) to have the entire  amount  credited to his Account  held  therein and
utilized to purchase shares on the Exercise Date as provided in Section X.

      (c) Upon the death of a Participant,  no payroll  deduction  shall be made
from any  Compensation  due him at time of death,  and the entire balance in the
deceased  Participant's  Account shall be paid to the  Participant's  designated
beneficiary, or otherwise to his estate.


                  XIV. AUTHORIZED LEAVE OF ABSENCE, DISABILITY
                  --------------------------------------------

      Payroll deductions shall cease during a period of absence without pay from
work due to a Participant's  authorized leave of absence,  disability or for any
other reason.  If such  Participant  shall return to active service prior to the
Exercise  Date for the current  Purchase  Period,  payroll  deductions  shall be
resumed in accordance with his prior authorization.

      If the  Participant  shall  not  return  to  active  service  prior to the
Exercise Date for the current Purchase Period, the balance of his Stock Purchase
Account  will be used to  purchase  shares on the  Exercise  Date as provided in
Section X, unless the Participant elects to withdraw from the Plan in accordance
with Section XI.


                 XV. PROCEDURE IF INSUFFICIENT SHARES AVAILABLE
                 ----------------------------------------------

      In the event that on any Exercise Date the aggregate  funds  available for
the purchase of shares of Common Stock pursuant to Section X hereof would result
in  purchases  of shares in excess of the number of shares of Common  Stock then
available  for purchase  under the Plan,  the  Committee  shall  proportionately
reduce  the  number  of  shares  which  would  otherwise  be  purchased  by each
Participant  on the  Exercise  Date in order to eliminate  such excess,  and the
provisions of the second paragraph of Section X shall apply.

                                        6


<PAGE>


                          XVI. RIGHTS NOT TRANSFERABLE
                          ----------------------------

      The  right  to  purchase  shares  of  Common  Stock  under  this  Plan  is
exercisable only by the Participant  during his lifetime and is not transferable
by him. If a Participant attempts to transfer his right to purchase shares under
the Plan, he shall be deemed to have requested  withdrawal from the Plan and the
provisions of Section XI hereof shall apply with respect to such Participant.


                     XVII. NO OBLIGATION TO EXERCISE OPTION
                     --------------------------------------

      Granting of an option  under this Plan shall  impose no  obligation  on an
Eligible Employee to exercise such option.


                   XVIII. NO GUARANTEE OF CONTINUED EMPLOYMENT
                   -------------------------------------------

      Granting of an option  under this Plan shall  imply no right of  continued
employment with the Company for any Eligible Employee.


                                   XIX. NOTICE
                                   -----------

      Any notice which an Eligible  Employee or  Participant  files  pursuant to
this Plan  shall be in  writing  and shall be  delivered  personally  or by mail
addressed to the Committee, c/o Chief Executive Officer at 500 Glenpointe Center
West,  Teaneck,  New Jersey  07666 or such other  person or  location  as may be
specified by the Committee.


                             XX. REPURCHASE OF STOCK
                             -----------------------

      The  Company  shall not be  required to  repurchase  from any  Participant
shares of Common Stock acquired under this Plan.


               XXI. ADJUSTMENT FOR RECAPITALIZATION, MERGER, ETC.
               --------------------------------------------------

      The  aggregate  number of shares of Common  Stock  which may be  purchased
pursuant  to options  granted  hereunder,  the number of shares of Common  Stock
covered by each outstanding option, and the purchase price thereof for each such
option  shall be  appropriately  adjusted  for any  increase  or decrease in the
number of  outstanding  shares of Common Stock  resulting  from a stock split or
other  subdivision  or  consolidation  of shares  of  Common  Stock or for other
capital  adjustments or payments of stock  dividends or  distributions  or other
increases  or  decreases  in the  outstanding  shares of Common  Stock  affected
without receipt of consideration of the Company.

      Subject to any required action by the  stockholders,  if the Company shall
be the surviving  corporation  in any merger,  reorganization  or other business
combination,  any option granted  hereunder  shall cover the securities or other
property  to which a holder of the number of shares of Common  Stock  would have
been entitled  pursuant to the terms of the merger. A dissolution or liquidation
of the

                                        7


<PAGE>


Company or a merger or  consolidation  in which the Company is not the surviving
entity shall cause every option outstanding hereunder to terminate.

      The foregoing  adjustments  and the manner of application of the foregoing
provisions shall be determined by the Committee in its sole discretion. Any such
adjustment shall provide for the elimination of any fractional share which might
otherwise become subject to an option.


                           XXII. AMENDMENT OF THE PLAN
                           ---------------------------

      The Board of Directors may, without the consent of the Participants, amend
the Plan at any  time,  provided  that no such  action  shall  adversely  affect
options theretofore  granted hereunder,  and provided that no such action by the
Board of Directors, without approval of the Company's stockholders, may:

      (a)  increase  the total  number of  shares of Common  Stock  which may be
purchased by all Participants, except as contemplated in Section XXI;

      (b) change the class of Employees  eligible to receive  options  under the
Plan;

      (c) decrease the minimum purchase price under Section V;

      (d) extend a Purchase Period hereunder; or

      (e) extend the term of the Plan.


                        XXIII. INTERNATIONAL PARTICIPANTS
                        ---------------------------------

      With respect to Eligible  Employees  who reside or work outside the United
States of America, the Committee may, in its sole discretion, amend the terms of
the Plan with respect to such Eligible  Employees in order to conform such terms
with the requirements of local law.


                             XXIV. TERM OF THE PLAN
                             ----------------------

      This  Plan  shall  become  effective  as of the  Effective  Date  upon its
adoption by the Board of Directors,  provided that it is approved at a duly-held
meeting of stockholders of the Company, by an affirmative  majority of the total
votes  present  and voting  thereat,  within 12 months  after the earlier of the
Effective Date or the date of adoption by the Board of Directors. If the Plan is
not so  approved,  no Common  Stock  shall be  purchased  under the Plan and the
balance  of  each  Participant's  Account  shall  be  promptly  returned  to the
Participant.  The Plan shall  continue in effect  until all shares  reserved for
issuance  pursuant  to Article  IV have been  granted  to  Participants,  unless
terminated  prior thereto  pursuant to Section XV or XXI hereof,  or pursuant to
the next  succeeding  sentence.  The Board of Directors  shall have the right to
terminate  the Plan at any time,  effective as of the next  succeeding  Exercise
Date. In the event of the termination of the Plan, outstanding options shall not
be  affected,  except to the extent  provided  in  Section XV and any  remaining
balance  credited  to the  Account  of  each  Participant  as of the  applicable
Exercise Date shall be refunded to each such Participant.

                                        8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>form10q_33104ex311.txt
<DESCRIPTION>EX. 31.1 COGNIZANT TECHNOLOGY SOLUTIONS CORP
<TEXT>


                                                                    EXHIBIT 31.1



                                  CERTIFICATION
                                  -------------

I, Lakshmi Narayanan, certify that:

      1. I have  reviewed  this  Quarterly  Report  on Form  10-Q  of  Cognizant
         Technology Solutions Corporation;

      2. Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

      3. Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

      4. The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and have:

           a)  Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

           b)  [Paragraph omitted in accordance with SEC transition instructions
               contained in SEC Release 34-47986];

           c)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

           d)  Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

      5. The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's  board of directors (or persons  performing the equivalent
         function):

           a)  All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

           b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Dated: May 7, 2004                     /s/ Lakshmi Narayanan
                                       --------------------------------------
                                       Lakshmi Narayanan
                                       President, Chief Executive Officer and
                                       Director
                                       (Principal Executive Officer)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>form10q_33104ex312.txt
<DESCRIPTION>EX. 31.2 COGNIZANT TECHNOLOGY SOLUTIONS CORP
<TEXT>


                                                                    EXHIBIT 31.2



                                  CERTIFICATION
                                  -------------

I, Gordon Coburn, certify that:

      1. I have  reviewed  this  Quarterly  Report  on Form  10-Q  of  Cognizant
         Technology Solutions Corporation;

      2. Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

      3. Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the registrant as of, and for, the periods presented in this report;

      4. The  registrant's  other  certifying  officer and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for  the
         registrant and have:

           a)  Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

           b)  [Paragraph omitted in accordance with SEC transition instructions
               contained in SEC Release 34-47986];

           c)  Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

           d)  Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

      5. The registrant's other certifying  officer and I have disclosed,  based
         on our most  recent  evaluation  of  internal  control  over  financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's  board of directors (or persons  performing the equivalent
         function):

           a)  All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

           b)  Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.

Dated:  May 7, 2004                    /s/ Gordon Coburn
                                       --------------------------------------
                                       Gordon Coburn
                                       Executive Vice President, Chief
                                       Financial Officer, Treasurer and
                                       Secretary (Principal Financial and
                                       Accounting Officer)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>form10q_33104ex322.txt
<DESCRIPTION>EX. 32.2 COGNIZANT TECHNOLOGY SOLUTIONS CORP
<TEXT>


                                                                    EXHIBIT 32.2


              CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection  with  the  Form  10-Q of  Cognizant  Technology  Solutions
Corporation  (the  "Company")  for the period ended March 31, 2004 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned,  Gordon Coburn, Executive Vice President,  Chief Financial Officer,
Treasurer and Secretary of the Company, hereby certifies,  pursuant to 18 U.S.C.
Section 1350, that:

      (1) The Report fully  complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.

Dated:  May 7, 2004                    /s/ Gordon Coburn
                                       --------------------------------------
                                       Gordon Coburn
                                       Executive Vice President, Chief
                                       Financial Officer, Treasurer and
                                       Secretary (Principal Financial and
                                       Accounting Officer)

*    A signed  original of this  written  statement  required by Section 906 has
     been provided to Cognizant  Technology  Solutions  Corporation  and will be
     retained by Cognizant Technology Solutions Corporation and furnished to the
     Securities and Exchange Commission or its staff upon request.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>6
<FILENAME>form10q_33104ex321.txt
<DESCRIPTION>EX. 32.1 COGNIZANT TECHNOLOGY SOLUTIONS CORP
<TEXT>


                                                                    EXHIBIT 32.1


              CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection  with  the  Form  10-Q of  Cognizant  Technology  Solutions
Corporation  (the  "Company")  for the period ended March 31, 2004 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned,  Lakshmi  Narayanan,  President and Chief Executive  Officer of the
Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

      (1) The Report fully  complies with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      (2) The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.

Dated: May 7, 2004                     /s/ Lakshmi Narayanan
                                       --------------------------------------
                                       Lakshmi Narayanan
                                       President, Chief Executive Officer and
                                       Director
                                       (Principal Executive Officer)

*    A signed  original of this  written  statement  required by Section 906 has
     been provided to Cognizant  Technology  Solutions  Corporation  and will be
     retained by Cognizant Technology Solutions Corporation and furnished to the
     Securities and Exchange Commission or its staff upon request.

</TEXT>
</DOCUMENT>
</SUBMISSION>
